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AG 14-115RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CED /CS 2. ORIGINATING STAFF PERSON: DEE DEE CATALANO 4. EXT: 2651_ 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT X HUMAN SERVICES/ CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT(AG #): ❑ INTERLOCAL • OTHER 5. PROJECT NAME: TEEN 6. NAME OF CONTRACTOR: _CRISIS CLINIC ADDRESS: SIGNATURE NAME: TELEPHONE TITLE 7. EXHIBITS AND ATTACHMENTS: X SCOPE, WORK OR SERVICES X COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 01/01/2014 COMPLETIONDATE: 12/31/2014 9. TOTAL COMPENSATION $3,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 001 - 7300 - 083 -562- 10-410 10. DOCUMENT /CONTRACT REVIEW • PROJECTMANAGER • DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING • SENT TO VENDOR/CONTRACTOR DATE SENT: 5 l3 DATE REC'D: • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, L CENSES, EXHIBITS ❑ LAW DEPARTMENT CC CHEF OF STAFF IGNATORY (MAYOR OR DIRECTOR) CITY CLERK �1 ASSIGNED AG# SIGNED COPY RETURNED COMMENTS: 11/9 INITIAL / DATE SIGNED CITY OF CITY HALL A%,., Fe d e ra 1 Way 33325 8th Avenue South Federal Way WA 98003 8003 -6325 (253) 835 -7000 www atyoffederahwV.. com HUMAN SERVICES AGREEMENT TEEN LINK This Human Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Crisis Clinic, a non -profit organization ( "Agency "). The City and Agency (together "Parties ") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: CRISIS CLINIC: Anna Kallis 9725 3rd Avenue NE #300 Seattle, WA 98115 (206) 436 -2974 (telephone) The Parties agree as follows: CITY OF FEDERAL WAY: Denise Catalano 33325 8d' Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2651 (telephone) (253) 835 -2401 (facsimile) com 1. TER. The term of this Agreement shall be for a period of one (1) year commencing on January 1, 2014 and terminating on December 31, 2014 ( "Term "). Funding for the second year of the Agreement is contingent upon satisfactory Agreement performance during the first year of the Agreement term and upon funding availability. This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Agency. 2. SERVICES. The Agency shall perform the services more specifically described in Exhibit "A ", attached hereto and incorporated by this reference ( "Services "), in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Agency warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Agency of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 3. TERMATION Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth above. The City may terminate this Agreement immediately if the Agency fails to maintain required insurance, breaches confidentiality, or materially violates Section 12, and such may result_ in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Agency an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B ", attached hereto and incorporated by this reference. The City shall reimburse the Agency only for the approved activities and in accordance with the procedures as specified in Exhibit "B ". The Agency shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction resulting from this Agreement. 4.2 Method of Payment. On a quarterly basis, the Agency shall submit to the City an invoice for payment on a form provided by the City along with supporting documentation for costs claimed in the invoice and all reports as required by HUMAN SERVICES AGREEMENT - 1 - 4/2011 F CITY OF 4ft Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. ci"ffederaivmy.. com this Agreement. Payment shall be made on a quarterly basis by the City only after the Services have been performed and within forty -five (45) days after the City's receipt and approval of a complete and correct invoice, supporting documentation and reports. The City will use the quantity of Services actually delivered, as reported on the Agency's reports, as a measure of satisfactory performance under this Agreement. The City shall review the Agency's reports to monitor compliance with the performance measures set forth in Exhibit "A." Should the Agency fail to meet the performance measures for each quarter, the City reserves the right to adjust payments on a pro rata basis at any time during the term of this Agreement. Exceptions may be made at the discretion of the City's Human Services Manager in cases where circumstances beyond the Agency's control impact its ability to meet its service unit goals and the Agency has shown reasonable efforts to overcome these circumstances to meet its goals. If the City objects to all or any portion of the invoice, it shall notify the Agency and reserves the option to pay only that portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to settle the disputed portion. 4.3 Final Invoice. The Agency shall submit its final invoice by the date indicated on Exhibit "B ". If the Agency's final invoice, supporting documentation, and reports are not submitted by the last date specified in Exhibit `B ", the City shall be relieved of all liability for payment to the Agency of the amounts set forth in said invoice or any subsequent invoice; provided, however, that the City may elect to pay any invoice that is not submitted in a timely manner. 4.4 Budget. The Agency shall apply the funds received from the City under this Agreement in accordance with the line item budget set forth in Exhibit `B ". The Agency shall request in writing prior approval from the City to revise the line item budget when the cumulative amount of transfers from a line item in any Project/Program Exhibit is expected to exceed ten percent (10 %) of that line item. Supporting documents are necessary to fully explain the nature and purpose of the revision, and must accompany each request for prior approval. All budget revision requests in excess of 10% of a line item amount shall be reviewed and approved or denied by the City in writing. 4.5 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Agency Indemnification. The Agency agrees to release, indemnify, defend on tender to defense of Agency, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Agency and the City, the Agency's liability hereunder shall be only to the extent of the Agency's negligence. Agency shall ensure that each subcontractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Agency pursuant to this paragraph. The City's inspection or acceptance of any of Agency's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Agency waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Agency's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Agency, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, HUMAN SERVICES AGREEMENT - 2 - 4/2011 ` CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www dtWffederalway com fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Agency agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Agency, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Agency agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liabilitv. Agency's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Agency to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Agency's insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Agency's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Agency shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Agency shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Agency's insurance policies are "claims made," Agency shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Agency in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Agency may be grounds for immediate termination. All records submitted by the City to the Agency will be safeguarded by the Agency. The Agency will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Agency while performing the Services shall belong to the City upon delivery. The Agency make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement all originals and copies of any such work product remaining in the possession of Agency shall be delivered to the City. HUMAN SERVICES AGREEMENT - 3 - 4/2011 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityofederahvay. corn 9. BOOKS AND RECORDS. The Agency agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be maintained for a period of six (6) years after the termination of this Agreement and may be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT AGENCY. The Parties intend that the Agency shall be an independent Agency and that the Agency has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Agency sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. Agency shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services and work and shall utilize all protection necessary for that purpose. All work shall be done at Agency's own risk, and Agency shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. The Agency shall pay all income and other taxes due except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Agency, shall not be deemed to convert this Agreement to an employment contract. 11. CONFLICT OF INTEREST. It is recognized that Agency may or will be performing services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Agency's ability to perform the Services. Agency agrees to resolve any such conflicts of interest in favor of the City. Agency confirms that Agency does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Agency's selection, negotiation, drafting, signing, administration, or evaluating the Agency's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Agency or its subcontractors of any level, or any of those entities' employees, agents, sub - agencies, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Agency shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non - discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Agency nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no HUMAN SERVICES AGREEMENT - 4 - 4/2011 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www ci"ffederahvay com further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Agency shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Agency's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Agency represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] ATO �s A HUMAN SERVICES AGREEMENT - 5 - 4/2011 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www d4vffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Jim F 1, yor DATE: CRISIS CLINIC By: 144" Printed Name: gaw�°t�° 7 seum wm Title: LX e cu 6 o' !_ 2-) reG�ti DATE: �O STATE OF WASHINGTON ) ss. COUNTY OF ATTEST: I 01A City Clerk, Carol McNeilly, C C APPROVED AS TO FORM: Interim City Attorney, Amy Jo Pearsall On this day personally appeared before me 9WA6a �pd IWiG� , to me known to be the 6xa/(j-;W ?Ji of arisi 5 a'n j c, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this . r• A +.V A���td x day of , 21 Notary's signature ( B't./) Notary's printed name Co rztl Ljf,5 Notary Public in and for the State of WV hington. My commission expires HUMAN SERVICES AGREEMENT - 6 - 4/2011 CITY OF Federal Project Summary CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahvW com EXHIBIT "A" SERVICES The City of Federal Way, along with the cities of Auburn, Burien, Covington, Des Moines, Renton, SeaTac, and Tukwila have entered into a Memorandum of Understanding to make the most efficient use of their resources by cooperating to provide joint application and funding for human services. It is the City's responsibility to enter into an agreement with the Agency on behalf of the cities which are party to said Memorandum of Understanding. The Agency shall provide Teen Link services, which consist of a helpline for youth and suicide trainings for students in the cities listed below. The Agency shall ensure that services provided with funding under this Agreement are made available to the participating cities' residents. Performance Measures A. Number Served The Agency agrees to serve, at minimum, the following unduplicated number of residents by city with Human Services funds annually: QUARTER 1s 2" 3` 41n Annual Total Auburn: Number of unduplicated Auburn Clients 81 81 91 91 34 QUARTER 1S 2" 3` 41n Annual Total Burien: Number of unduplicated Burien Clients 81 81 91 91 34 QUARTER 15 2" 3` 4in Annual Total Covington: Number of unduplicated Covington Clients 221 22 1 24 1 91 QUARTER 1st 2" 3 ra 1 4 Annual Total Des Moines: Number of unduplicated Des Moines Clients 4 41 41 51 17 QUARTER 1s 2" 3` 4 Annual Total Federal Way: Number of unduplicated Federal Way Clients 25 25 261 26 102 QUARTER 13 2" 3ra 41n Annual Total Renton: Number of unduplicated Renton Clients 421 421 421 431 169 HUMAN SERVICES AGREEMENT - 7 - 4/2011 `CITY OF .�.;, Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. ci"ffederahvay.. com QUARTER 1S 2" 3r 4 Annual Total SeaTac: Number of unduplicated SeaTac Clients 21 22 22 22 87 QUARTER 15 2" 3r 4 Annual Total Tukwila: Number of unduplicated Tukwila Clients 12 13 131 13 51 B. Units of Service The Agency agrees to provide, at minimum, the following units of service by quarter annually: QUARTER City of Auburn Performance Measures 15 2" 3r 4 Annual Total 1. Youth Services 8 8 91 9 34 QUARTER City of Burien Performance Measures 15 2" 3r 4 Annual Total 1. Youth Services 8 8 91 9 34 QUARTER City of Covington Performance Measures 15 2" 3r 4 Annual Total 1. Youth Services 22 22 231 24 91 QUARTER City of Des Moines Performance Measures 15 2" 3r 4 Annual Total 1. Youth Services 4 4 4 5 17 QUARTER City of Federal Way Performance Measures 15 2" 3r 4 Annual Total 1. Youth Services 25 25 261 26 102 QUARTER City of Renton Performance Measures 15 2" 3r 4 Annual Total 1. Youth Services 42 42 421 43 169 QUARTER City of SeaTac Performance Measures 15 2" 3r 4 Annual Total 1. Youth Services 21 22 221 22 87 QUARTER City of Tukwila Performance Measures 15 2" 3r 4 Annual Total 1. Youth Services 12 13 131 13 51 HUMAN SERVICES AGREEMENT - 8 - 4/2011 CITY OF CITY HALL ;.;�;., Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www ci"ffederahvay com C. Definition of Services 1. Contacts are defined as incoming calls to the Teen Link help line plus the number of students attending one of our Youth Suicide Prevention presentations. D. Outcome(s) Outcome(s) to be reported: 1. Individuals and/or families improve health (physical, dental/ mental). Records A. Project Files The Agency shall maintain files for this project containing the following items: 1. Notice of Grant Award. 2. Motions, resolutions, or minutes documenting Board or Council actions. 3. A copy of this Agreement with the Scope of Services. 4. Correspondence regarding budget revision requests. 5. Copies of all invoices and reports submitted to the City for this project. 6. Bills for payment with supporting documentation. 7. Copies of approved invoices and warrants. 8. Records documenting that costs reimbursed with funding provided under this Scope are allowable. Such records include, but are not limited to: • for personnel costs, payroll for actual salary and fringe benefit costs. • for staff travel, documentation of mileage charges for private auto use must include: a) destination and starting location, and b) purpose of trip; and • for copy machine use, postage, telephone use, and office supplies when these costs are shared with other programs and no invoice is available, log sheets or annotated invoices. 9. Documentation of client income. The Agency agrees to use the HUD Income Guidelines to report income of clients served under this Agreement. Income guidelines may be adjusted periodically by HUD. King County FY 2014 Income omits Summary` Median FY 2014 Income Income 1 2 3 4 5 6 7 8 King Limit Person Persons Persons Persons Persons Persons Persons Persons Count Category Extremely Low (30 %) $18,550 $21,200 $23,850 $26,450 $28,600 $30,700 $32,800 $34,950 Income Limits Very Low $88,200 (50 %) $30,900 $35,300 $39,700 $44,100 $47,650 $51,200 $54,700 $58,250 Income Limits Low (80%) $44,750 $51,150 $57,550 $63,900 $69,050 $74,150 $79,250 $84,350 Income Limits HUMAN SERVICES AGREEMENT - 9 - 4/2011 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalw V-com The Agency agrees to use updated Income Guidelines which will be provided by the City. Reports and Reporting Schedule The Agency shall collect and report client information to the City quarterly and annually on a Service Unit Report to be provided by the City in the format requested by the City. The Agency shall submit an Annual Demographic Data Report. The agency shall collect and retain the data requested on this form from the persons served through this contract. Data should be tracked in an ongoing manner and submitted annually no later than January 15 in the format requested by the City. The Agency shall implement and track at least one measurable outcome for the program as presented in the application. Changes to the outcome presented in the application must be approved by the City prior to implementation. The Agency shall report the results of its outcome measure(s) annually on the Annual Outcome Data Report to be submitted by January 15 in the format requested by the City. HUMAN SERVICES AGREEMENT -10- 4/2011 CITY Way EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityofederahvay.. com Project Budget The Agency shall apply the following funds to the project in accordance with the Line Item Budget Summary. The total amount of reimbursement pursuant to this Agreement shall not exceed $17,171 for the one year term of the agreement. Annual„ Bu_d„ eet and Expenses by City: City of Auburn Personnel $ 1,000 Nonpersonnel $ 0 Burien Personnel $ 1,000 Nonpersonnel $ 0 Covington Personnel $ 2,671 Nonpersonnel $ 0 Des Moines Personnel $ 500 Nonpersonnel $ 0 City of Federal Way Personnel $ 3,000 Nonpersonnel $ 0 City of Renton Personnel $ 5,000 Nonpersonnel $ 0 City of SeaTac Personnel $ 2,500 Nonpersonnel $ 0 Tukwila Personnel $ 1,500 Nonpersonnel $ 0 Total: $17,171 Reimbursement Requests and Service Unit Report forms shall be submitted no less frequently than quarterly and are due on the following dates: HUMAN SERVICES AGREEMENT - 11 - 4/2011 CITY OF CITY HALL �• 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahvey. com 1 st Quarter: April 15, 2014 or within 10 days of notice to proceed, whichever is later; 2nd Quarter: July 15, 2014; 3rd Quarter: October 15, 2014; and 4th Quarter: Final Reimbursement Request and Service Unit Report forms due January 8, 2015; Demographic Data Report and Annual Outcome Data Report with supporting documentation due January 15, 2015. The Agency shall submit Reimbursement Requests in the format requested by the City. Reimbursement Requests Invoices shall include a copy of the Service Unit Report and any supporting documents for the billing period. Estimated Quarterly Payments: 2014 1 A Qtr $4,292.75 2nd Qtr $4,292.75 3`d Qtr $4,292.75 4' Qtr $4,292.75 Expenses must be incurred prior to submission of quarterly reimbursement requests. Proof of expenditures must be attached to the reimbursement request for invoice to be approved. Quarterly invoices shall not exceed the estimated payment without prior written approval from the City. Estimated quarterly payments are contingent upon meeting or exceeding the above performance measure(s) for the corresponding quarter. This requirement may be waived at the sole discretion of the City with satisfactory explanation of how the performance measure will be met by year -end on the Program Accomplishment Report. Conditions of Funding The Agency agrees that it will meet the specific funding conditions identified for the Agency and acknowledges that payment to the Agency will not be made unless the funding conditions are met. No conditions. HUMAN SERVICES AGREEMENT -12- 4/2011 CITY OF CITY HALL Federal 33325 8th Avenue South Way Federal Way, WA 98003 -6325 400w* (253) 835 -7000 www. cityoffederal way. corn City of Federal Way Human Services Contract for 2013 -2014 General Fund Authorized Signatures for Invoices I authorize the following individuals to sign invoices and quarterly reports on behalf of: C(�l pisN1� (Contracting Agency), for the following: Authorizing Signature: (must be signed by person who signs the contract, generally, Executive Director) Additional Authorized Signature: Additional Authorized Signature: 1 L.. (Program Title). I v�, (Printed Name) (Title) • '7 i (Signature) (Date) (Printed Name) 7— (Title) ciet� 5 a� (Signature) (Date) (Signature) X Note: It is the responsibility of the contractor to inform the City of Federal Way if they wish to add a name to or delete names from this list. Crisis Clinic Board of Trustees Meeting Minutes Wednesday, January 15, 2014 6:00 -8:30 PM Mission: Our passion is caring and listening, helping people to make positive life changes. We do this through connections between people and critical resources. Present: Gini Beck, David Dickinson, Kevin Grossman, Gregg Johanson, Dana Kovalchick, Michelle McDaniel, Jennifer Peters, Doug Stevenson, Bob Tenczar, and Julia Woog Excused Absent: N/A Staff. Kathleen Southwick, Ex. Dir.; Susan Gemmel, 2 -1 -1 Director; Carrie McBride, Development & Community Relations Manager; and Michael Reading, Crisis Services Director Guests: Trustee candidates Jerilyn Anderson and Chris Carney; Presenters Anna Kallis, Teen Link Manager, and Carmen, Teen Link volunteer. I. Call to Order and Welcome: Bob Tenczar, President Bob welcomed everyone and asked if anyone had conflicts of interest. No conflicts were disclosed. II. Motion 1: To approve the minutes of November 6, 2013. Approved: 6 -0 -3 Motion 2: To adopt the consent agenda. Approved: 9 -0 -0 To elect Gini Beck for a one year term as Vice President. To elect Julia Woog to a one year term as Secretary. To elect Gregg Johanson to a one year term as Treasurer. To authorize the Executive Director to apply for any service contracts from governmental entities or to apply to any private foundation or corporation for grants in keeping with the objectives of the organization. III. Program: Teen Link Presentation by: Anna Kallis, Teen Link Manager and Carmen, Teen Link volunteer Kathleen gave a brief overview and history of the Teen Link program and introduced guests Anna Kallis, Teen Link Manager, and Carmen, a Teen Link Volunteer. Gini talked about her experience visiting a suicide prevention presentation at Chief Sealth High School and recommended that other Board members arrange for a visit. Carmen talked about her experience as a Teen Link volunteer, first as an Outreach Worker and now as a Phone Worker. She explained that youth call about various topics, everything from relationships to suicide. She likes having the opportunity to make such an important impact on someone's life in such a short amount of time. Anna gave an overview of the outreach Teen Link does in the community, including in schools and youth - serving organizations throughout King County, and in places where youth frequent including fairs and festivals during the summer. She also talked about how Teen Link Chat will soon be expanding from three days a week to five days a week. Eventually, they would like to increase this to every night of the week. Anna then gave an overview of the volunteer application and training process, stating that many teen volunteers stay until they graduate from high school or age out of the program when they turn 21. The Board thanked Anna and Carmen for coming and for the great work they're doing. IV. Executive Director's Report: Kathleen Southwick Kathleen gave a performance overview for yearend 2013. We were able to meet or exceed all of our contract requirements. Fundraising revenue for the year was budgeted to be $225,000, but ended up being over $256,000. In the budget, we planned to use $100,000 in temporarily restricted funds, but ended up not needing to use any of these funds. Year -end financials should available toward the end of January, but she expects there to be an operating gain of approximately $7,000. In looking at the year -end reports, Bob asked about the call volumes in 2- 1- 1.Originally the goal was to take 108,000 calls. At year end, 2 -1 -1 had taken nearly 105,000. Kathleen explained that call volumes remained steady from 2012 to 2013. Susan also mentioned that staff turnover in 2013 affected their ability to answer more calls. The average I &R Specialist stays less than two years, as the job tends to be very stressful. Kathleen then gave an update on the lease negotiations for the new office space next to the 2 -1 -1 call center. She reviewed the lease with the Finance Committee last week and currently we're expecting to pay approximately $25 per square foot with annual increases in $0.75 increments. Currently, we are paying $23.50 per square foot with annual increases in $0.50 increments. The landlord has offered us two months of rent for free and a tenant improvement allowance of $27,000. She is continuing to work with the broker and our landlord and hopes to have things finalized in the next week. She also noted that the lease for the this space is an addendum to the existing lease, not an entirely new lease. The renovations will take place in two phases. First, the new space will be renovated so Resource Center can move to its new location and the Crisis Room can use the space temporarily during the second phase. The second phase is an expansion of the existing Crisis Room space to include the corridor of offices where the Resource Center and WA Warm Line are currently located. She invited the Board to visit the new office space during the break. Motion 3: To authorize the Executive Director to secure additional space. Approved: 10 -0 -0 Gregg stated that the Finance Committee met last week and reviewed the 2013 budget variance reports and 2014 budget. He noted that there are some larger expenses in 2014, primarily because of the 50`h anniversary and the new office space. The Finance Committee recommended the Board approve the budget as presented. Kathleen commented on the one -time operating expenses anticipated in 2014, including those related to the 50`" anniversary, rent on the new office space, and upgrading computer hardware. She also noted that temporarily restricted funds were needed to balance the operating budget. The capital budget currently includes funding to replace four servers, upgrade our firewall, furniture for the new office space, and a small contingency for any other capital needs. Motion 4: To approve the 2014 budget. Approved 10 -0 -0 V. President's Report: Bob Tenczar Bob explained each of the forms members must complete annually including the Conflict of Interest Disclosure. In addition to filling out the form and returning it to Bob or Gini, each Trustee also verbally disclosed all affiliations they have with other organizations or businesses. Bob also reminded everyone about the Board Giving forms and requested that they be turned in by the end of the month. The 2014 Board Calendar was then distributed. This document outlines important plans and goals for the year. 2 VI. Committee Reports and Discussion Board Development Committee Update Michelle updated the Board on the work of the Board Development Committee in recruiting new Trustees and making Committee assignments. She also mentioned that they hope to enhance Trustee engagement in the coming year. She then introduced the two Trustee candidates: Jerilyn Anderson and Chris Carney. Motion 5: To elect Jerilyn Anderson to a first three year term as a trustee. Approved 10 -0 -0 Motion 6: To elect Chris Carney to a first three year as a trustee. Approved 10 -0 -0 Advocacy Committee Doug gave an overview of legislative outreach we've done in the past, such as visiting Olympia on 2 -1 -1 Day and sending a -mails to our legislators about funding for 2 -1 -1. He recommended that we reach out to local elected officials this year and begin setting the stage for funding increases for 2 -1 -1. He also mentioned that we may need to send a -mails to our legislators again in February during the short session. Kathleen commented on the importance of keeping Crisis Clinic fresh in politicians' minds and also reaching out to newly elected officials. Fundraising/50th Anniversary Committee Kathleen and Carrie will be meeting with Jenny and Rob to talk about outreach to Board Presidents for the 50th anniversary celebration. They will also begin planning for audience development and sponsorships. VII. Executive Session The board moved into Executive Session at 7:46 P.M. VIII. Adjournment at 9:05 P.M. The next meeting is Wednesday, March 19, 2014. Recorded for regular session: Carrie McBride Recorded for executive session: Bob Tenczar Board Officer Date 3 ATTENDANCE AND MOTION CONFIRMATION JANUARY 15, 2014 MOTIONS Y = Yes N =No AC = Abstain for Cause EX = Excused Absent 1 2 R 2 3 4 4� 5 67 8 �. 9 ,.10': ';�.� , 12 13 GINI BECK DAVID DICKINSON JERILYN ANDERSON KEVIN GROSSMAN ` 1 GREGG JOHANSON ( I Y Y Y DANA KOVALCHICK MICHELLE MCDANIEL CHRIS CARNEY n 4 ei y PETERS, JENNIFER -4 STEVENSON, DOUG TENCZAR, BOB Y ( ~ WOOG, JULIA Y= Yes N =No AC= Abstain for Cause AA= Abstain due to Absence I:IAdministrative\Support ServicesOoard12002 documentslAttendance and Motion Confirmation. doc ACORD CERTIFICATE OF LIABILITY INSURANCE1111 0°°�,19�Et '° °1,9E °E ° DATE(MMmon� 0 .... 6/2712 PR DUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND Redmond General Insurance Agcy CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE PO Box 847 DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Redmond, WA 98073 -0847 COMPANIES AFFORDING COVERAGE INSURED COMPANY A: Lexington Insurance Co.AM Best Rating: A+ XV Crisis Clinic COMPANY B: Lexington Insurance Co. 9725 3rd Ave NE #300 COMPANY C: Granite State Insurance Company Seattle, WA 98115 -2030 ME COVE RAG ES9p. E .ew .e, o F ° r r: ° °I° ,. „e,e�..ee o E a4 aN , N I ° ° Fy 3 3 C 3 r ° E e ° €E e.neFe.ee.F10 4 FdF4 4 ..e•..n. , e.. e n n' r +e.w•. „F , en . ,e n. e, „.nm e F nrnnnn n e e r er nr.xF6ns .ere •.....,.e'.. THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY RFOUIREMFNT TERM nF CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POLICYEFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER DATE MMIDD DATE MM /DD LIMITS GENERAL LIABILITY GENERAL AGGREGATE 3,000,000 A COMMERCIAL GENERAL LIABILITY PRODUCTS- COMPIOP AGG 1,000,000 X CLAMS MADE OCCUR 41- LX- 009271217 -7 7/1/2013 7/1/2014 PERSONAL &ADV INJURY 1,000,000 OWNER'S & CONT PROT EACH OCCURRENCE 1,000,000 FIRE DAMAGE (Any one fire) 100,000 MED EXPENSE (Any one person) 10,000 AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT 1,000,000 ALL OWNED AUTOS SCHEDULED AUTOS 02- CA- 066144553 -3 7/1/2013 7/1/2014 BODILY INJURY (Per person) C X HIRED ALTOS X NON -OWNED AUTOS BODILY INJURY (Per accident) PROPERTY DAMAGE GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO OTHER THAN AUTO ONLY EA ACCIDENT AGGREGATE EXCESS LIABILITY EACH OCCURRENCE 2,000,000 B x CLAMS MADE 41 -UD- 000274289 -7 7/1/2013 7/1/2014 AGGREGATE 2,000,000 OCCURRENCE WORKERS COMPENSATION Washington Stop Gap STATUTORY LIMITS EACH ACCIDENT A AND EMPLOYERS' LIABILITY 41 -LX- 009271217 -7 7/1/2013 7/1/2014 1 000 000 DISEASE - POLICY LIMIT 1,000,000 PROPRIETOR] PARTNERS I INCL EXECUI OFFICERS ARE. EXCL DISEASE - EACH EMPLOYEE 1,000,000 OTHER 41 -LX- 009271217 -7 7/1/2013 7/1/2014 Errors & Omissions A Other $1,000,000 - Each Wrongful Act $3,000,000 - Aggregate Abuse & Molestation - Retro Date 12/31/03 $250,000 - Each Incident $500,000 - Aggregate Limit $1,000,000/$1,000,000 Employee Benefits Liab. DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES I SPECIAL ITEMS Certificate holder is added as Additional Insured per form 86571 08.04 but only with respects to operations of the Named Insured. Excess Policy follows form to the General Liability ""* 10 days notice for non-payment of premium *"* CERTIFICATE HOLDEI14 ? d E,Ed °dgE� I, ° ° °� °FI ° ° °n a ° °° ° �.., °......., 'CANCELLATION qr. ° °....a.” ° t° Ep A..... g poL.LC'.E.g. @.E.,C.q�.�E �EDBF pRE7�.E..E.�.p THE ISSUINGYCOMPANY WILL ENDEAVOR TO MAIL jS AYS WRITTEN NOTICE TO THE IRATI0N DATE THEREOF, CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OF REPRESENTATIVES. City of Federal Way Lynette Hynden PO Box 9718 Federal Way, 98003 AUTHORIZED REPRESENTATIVE, GRIFFIN UNDERWRITING SERVICES C3 P °C9E BC9P4Efi 109E3 -SEd '< p ]E fi3 ACORD 25 -S 3193 h °e" °, °�� °� 1 ° ° °a °I °��...,� .e ' »�I ..h �ra,E9.E F4 I`1'nE °° °. °,. �: ° °. ° °.. °° �'�. .3° ia�4 °:., °, � ;'�:e °, °. °e °ACORD CORPORATION 1993; Submission #; 1309bU1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION ENDORSEMENT FOR HUMAN SERVICES PROGRAMS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM A. DEFENSE EXTENSION The following is added to COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, a. Expected Or Intended Injury and COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions, a. Knowing violation Of Rights Of Another However, we will reimburse you for the sums that you voluntarily reimburse to an "employee" of yours for the reasonable and necessary defense costs that he or she incurs in order to defend himself or herself against criminal charges made against him or her, but this insurance only applies if: 1. The alleged acts out of which such criminal charges arise are alleged to have: a. Arisen out of and in the course of your employment of the "employee "; and b. Been committed by your "employee" against a client of your Human Services facility; and c. Taken place during that period of time that the "employee" was employed by you; and d. Taken place during the policy period and in the "coverage territory "; and 2. All the criminal charges are either dismissed without prejudice or your "employee" is found not guilty of all criminal charges by a court of law. This exception does not apply to any reimbursement of sums that you voluntarily reimburse to your "employee" for the reasonable and necessary defense costs that he or she incurs in order to defend himself or herself against criminal charges made against him or her: 1. For any criminal charge(s) arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto' or watercraft; or 2. For any criminal charge(s) where your "employee" receives anything less than either a complete dismissal with prejudice or a not guilty verdict on all charges, including without limitation, any deferred adjudication or similar 8657108/04 finding of guilt that is held in abeyance for any reason, pending the completion of any remedial activity such as community service or counseling; or 3. For any type of civil charge(s) whatsoever. The most we will pay for defense under this defense extension is $25,000. B. LEGAL LIABILITY EXTENSION 1. The last paragraph of Section I — Coverages A — 2. Exclusions, is deleted and replaced by the following: Exclusions c. through n. do not apply to: a. damage by fire, lightning, explosion, smoke or leaks from automatic fire protective systems; and b. damage caused by a "resident' ; to premises rented to you or temporarily occupied by you with the permission of the owner. 2. Paragraph 6. of Section III — Limits of Insurance is deleted and replaced by the following: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under COVERAGE A for damages because of "property damage ": a. resulting from fire, lightning, explosion, smoke or leaks from automatic fire protective systems, or any combination thereof; and b. caused by a "resident'; to premises, rented to you or temporarily occupied by you with the permission of the owner. Damage To Premises Rented To You Limit is the greater of: a. $200,000 for damages due to fire, lightning, explosion, smoke or leaks from automatic fire protective systems, or any combination there of; or _1. b. The Damage To Premises Rented To You Limit shown in the Declarations; and c. $25,000 for damages caused by a "resident" . 3 Paragraph 4.b.(b) of Section IV — Commercial General Liability Conditions — Other Insurance, is deleted and replaced by the following: (b) That is property insurance for premises rented to you or temporarily occupied by you with the permission of the owner; 4. Paragraph a., "Insured Contract ", of paragraph 9. of Section V — Definitions is deleted and replaced by: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, smoke, or leaks from sprinklers to premises while rented to you or temporarily occupied by you with the permission of the owner is not an "insured contract." 5. The following is added to SECTION V Definitions: "Resident" means a person who is disabled and placed by the insured. C. LIQUOR LIABILITY EXCLUSION — EXCEPTION FOR FUND RAISING EVENTS Paragraph c. of 2. Exclusions, COVERAGE A (SECTION 1) is amended by adding the following subparagraph: This exclusion does not apply to "bodily injury" or "property damage" arising out of the selling, serving or furnishing of alcoholic beverages at any fund- raising events. D. VIOLATION OF RIGHTS OF RESIDENTS COVERAGE (PATIENT'S RIGHTS) 1. The following is added to Section I — Coverages — Coverage A, paragraph 1. Insuring Agreement: "Bodily injury" damages arising out of the violation of "Rights of Residents" shall be deemed an "occurrence." 2. As respects the coverage provided in paragraph A.1. of this endorsement, the following exclusions are added to Section I — Coverages — Coverage A — 2. Exclusions: This insurance does not apply to: p. Liability arising out of the willful or intentional violation of "Rights of Residents." 8667108/04 q. Fines or penalties assessed by a court or regulatory authority. r. Liability arising out of any act or omission in the furnishing or failure to furnish professional services in the medical treatment of "residents ". 3. As respects the violation of "Rights of Residents" Coverage the following definition is added to Section V - - Definitions: "Rights of residents" means: a. Any right granted to a resident under any state law regulating your business as a health care facility. b. The "rights of residents" as included in the United States Department of Health and Welfare regulations governing participation of Intermediate Care Facilities and Skilled Nursing Facilities, regardless of whether your facility is subject to those regulations. E. WAIVER OF IMMUNITY We will waive, both in the adjustment of claims and in the defense of "suits" against the insured, any charitable or governmental immunity of the insured, unless the insured requests in writing that we not do so. Waiver of immunity as a defense will not subject us to liability for any portion of a claim or judgment in excess of the applicable limit of insurance. F. WHO IS AN INSURED Paragraph 2. of Section II — Who Is An Insured is deleted and replaced by the following: 2. Each of the following is also an insured, but only while working within the scope of their duties for the insured: a. "Employees "; b. "Volunteer Workers "; However, no "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are al limited liability company), to a co- "employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while -2- performing duties related to the (2) Premises they own, maintain or control conduct of your business; while you lease or occupy these (b) To the spouse, child, parent, premises. brother or sister of that co- This insurance does not apply to structural "employee" or "volunteer worker' alterations, new construction and as a consequence of Paragraph demolition operations performed by or for (1)(a) above; that person or organization. (c) For which there is any obligation to g. Any State or Political Subdivision subject to share damages with or repay the following provision: someone else who must pay This insurance applies only with respect to damages because of the injury the following hazards for which the state or described in Paragraphs (1)(a) or political subdivision has issued a permit in (b) above; or connection with premises you own, rent, or (d) Arising out of his or her providing control and to which this insurance applies: or failing to provide professional (1) The existence, maintenance, repair, health care services. construction, erection, or removal of (2) "Property damage" to property: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, a Owned, occupied or used b () p y, manholes, marquees, hoistaway (b) Rented to, in the care, custody or openings, sidewalk vaults, street control of, or over which physical banners, or decorations and similar control is being exercised for any exposures; or purpose by you, any of your (2) The construction, erection, or removal "employees ", "volunteer workers ", of elevators; or any partner or member (if you are a partnership or joint venture), or (3) The ownership, maintenance, or use of any member (if you are a limited any elevators covered by this liability company). insurance. c. An Independent Contractor is an Insured only for the conduct of your business and solely while performing services for a client of the Named Insured; d. Medical directors and administrators, including professional persons; e. If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds; d. If you are a limited liability company your members are insureds, but only with respect to their duties related to the conduct of your business; e. Any organization and subsidiary thereof which you control and actively manage on the effective date of this endorsement; f. Any person or organization that has financial control of you or owns, maintains or controls premises occupied by you and requires you to name them as an additional insured but only with respect to their liability arising out of: (1) Their financial control of you; or 8667108/04 However, the insurance afforded for any organization and subsidiary thereof not named in the Declarations as a Named Insured, does not apply to injury or damage with respect to which an insured under this endorsement is also an insured under another policy, or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. h. Students in training, but not for "bodily injury" or "property damage" arising out of his or her rendering or failure to render professional services to patients; i. Your members but only with respect to their liability for your activities or activities they perform on your behalf; j. Your trustees or members of the board of governors while acting within the scope of their duties as such on your behalf; k. Any entity you are required in a written contract (hereinafter called Additional Insured) to name as an insured is an insured but only with respect to liability arising out of your premises, "your work" for -3 - the Additional Insured, or acts or omissions of the Additional Insured in connection with the general supervision of "your work" to the extent set forth below: (1) The Limits of Insurance provided on behalf of the Additional Insured(s) are not greater than those required by such contract. (2) The coverage provided to the Additional Insured(s) is not greater than that customarily provided by the policy forms specified in and required by the contract. (3) All insuring agreements, exclusions, and conditions of this policy apply. (4) In no event shall the coverages or Limits of Insurance in this endorsement be increased by such contract. Except when required otherwise by contract, this insurance does not apply to: (1) "Bodily injury" or "property damage" occurring after: (a) All work on the project (other than service, maintenance, or repairs) to be performed by or on behalf of the Additional Insured(s) at the site of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. 8657108/04 With respect to Additional Insured(s) who are architects, engineers, or surveyors, this insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional services by or for you, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (2) Supervisors, inspection, or engineering services. Any coverage provided under this provision shall be excess over any other valid and collectible insurance available to the Additional Insured(s) whether primary, excess, contingent, or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. Paragraph 4.a. of Section II — Who Is An Insured is deleted and replaced by the following: a. Coverage under this provision is, subject to (1) and (2) below: (1) Effective on the acquisition or formation date; and (2) Afforded only until the end of the policy period of this Coverage Part or the next anniversary of its inception date, whichever is earlier. -4-